Notice to attend Transmode Holding AB´s Annual General Meeting - Seite 3

proposal, the dividend is estimated to be paid out via Euroclear on Tuesday 24
April 2012.

Item 12, Decision on the number of members of the Board of Directors
The Nomination Committee proposes that the Board of Directors consists of seven
ordinary members with no deputy.

Item 13, Election of members of the Board of Directors and the Chairman of the
Board of Directors
The Nomination Committee proposes that Kent Sander, Eva Lindqvist, Torbjörn
Nilsson, Tom Nyman, Gerd Tenzer and Axel Roos are re-elected as members of the
Board of Directors.

The Nomination Committee proposes that Kevin Taylor is elected as new member of
the Board of Directors.

The Nomination Committee proposes that Kent Sander is re-elected as Chairman of
the Board of Directors.

At the Annual General Meeting 2009 the audit firm PwC was appointed as auditor
with Ulf Pettersson as auditor in charge for a term up till the close of the
Annual General Meeting 2013, which is the Annual General Meeting held during the
fourth financial year following the election of the auditor. Election of
auditors is thus not relevant.

Item 14, Remuneration to the Board of Directors and auditor
The Nomination Committee proposes that the Chairman of the Board of Directors
shall receive a remuneration amounting to SEK 325,000 (SEK 200,000 for 2011),
that Eva Lindqvist, Torbjörn Nilsson, Tom Nyman and Axel Roos, each receives a
remuneration amounting to SEK 200,000 (SEK 200,000 for 2011), that Gerd Tenzer
receives a remuneration amounting to SEK 250,000[1] (SEK 200,000 for 2011) and
that Kevin Taylor receives a remuneration amounting SEK 300,000[2]. Total
remuneration to the Board of Directors is thereby proposed to amount to SEK
1,675,000 (SEK 800,000 for 2011).
In addition, it is proposed that the chairman shall be authorised to allocate
SEK 180,000 (SEK 100,000 for 2011) for committee work if deemed appropriate. In
the event that the chairman participates in committee work, the chairman shall
be entitled to the same remuneration as other members of such committee.

A member of the Board of Directors may, if tax purpose conditions exist and on
condition that it is cost neutral for the company, invoice the remuneration.

The auditor shall be entitled to a fee in accordance with the amount invoiced.

Item 15, Resolution on the Nomination Committee for the Annual General Meeting
2013
The Nomination Committee proposes that the Annual General Meeting resolves upon
the adoption of the following guidelines for appointment of the Nominating
Committee. The Company shall have a Nomination Committee consisting of four